CONSTITUTION - Returned & Services League of Australia (Queensland Branch)
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Returned & Services League of Australia
(Queensland Branch)
CONSTITUTION
Returned & Services League of Australia (Queensland Branch) Constitution
Amendment Date: Constitution Working Group draft as at 17 August 2021
Returned & Services League of Australia (Queensland Branch) - State Constitution
Table of Contents
1. Definitions and interpretation .................................................................................. 1
2. Nature of Returned & Services League of Australia (Queensland Branch) ............. 5
3. Objects................................................................................................................... 6
4. Membership ........................................................................................................... 7
5. Application fee and annual subscription ............................................................... 11
6. Resignation, disciplining and removal of Members ............................................... 12
7. Application of income and property....................................................................... 13
8. No distribution to Members................................................................................... 13
9. Limited liability ...................................................................................................... 13
10. Gift funds.............................................................................................................. 14
11. Amending this Constitution ................................................................................... 14
12. Meetings of Members ........................................................................................... 14
13. The Board and the appointment of Directors ........................................................ 21
14. District Branches, Sub Branches, Chapters and Auxiliaries .................................. 32
15. State Council of District Presidents....................................................................... 40
16. Other committees ................................................................................................. 43
17. Chief Executive Officer ......................................................................................... 43
18. Accounts audit and records .................................................................................. 43
19. Indemnity and insurance ...................................................................................... 44
20. Execution of documents ....................................................................................... 44
21. By-Laws ............................................................................................................... 45
22. Notices ................................................................................................................. 45
23. General ................................................................................................................ 46
24. Surplus assets on winding up or dissolution ......................................................... 46
Returned & Services League of Australia (Queensland Branch) Constitution
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Returned & Services League of Australia(Queensland
Branch)
1. Definitions and interpretation
1.1 Definitions
In this Constitution and the By-Laws, unless the context otherwise requires:
1.1.1 ACNC Act means the Australian Charities and Not for ProfitCommission
Act 2012 (Cth);
1.1.2 AGM means the annual general meeting of RSL Queensland;
1.1.3 Ally means:
(a) any member or former member of the Commonwealth;
(b) any country or place presently or formerly a Crown Colony of the
United Kingdom; or
(c) the United States of America;
1.1.4 Application for Membership Form means the application for
membership form approved by the Board and published on the RSL
Queensland Public Access Web Site from time to time;
1.1.5 Appointed Director means a Director appointed by the Board in
accordance with the provisions of clause 13.14;
1.1.6 Auditor means the auditor appointed pursuant to clause 18.3;
1.1.7 Auxiliaries means any Women’s Auxiliaries and Citizen’s Auxiliaries of
the League established or approved by RSL Queensland pursuant to
clause 3.2.7;
1.1.8 Board means the Board of Directors of RSL Queensland elected or
appointed from time to time pursuant to the provisions of this
Constitution;
1.1.9 Board Meeting means a meeting of the Board convened pursuant to
clause 13.4;
1.1.10 Board Member Sitting Fees means fees payable to each Executive
Director, the Directors and the Appointed Directors, or any of them, for
preparing for and attending at Board Meetings, the State Council of
District Presidents and/or General Meetings and established by Ordinary
Resolution passed at the AGM from time to time;
1.1.11 Business Day means any day other than a Saturday, Sunday, public
holiday or bank holiday in the place considered;
1.1.12 By-Law means any by-law made and approved by a Special Resolution
of the Board pursuant to clause 21;
1.1.13 CEO means the Chief Executive Officer of RSL Queensland appointed
pursuant to clause 17.1;
1.1.14 Chair of the State Council of District Presidents means the State
Councillor appointed to chair meetings of the State Council of District
Presidents pursuant to clause 15.7.4(a);
1.1.15 Chairman means the person appointed to chair an AGM or General
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Meeting pursuant to clause 12.14.2;
1.1.16 Chapter of Interest means a chapter of interest as defined in the By-
Laws;
1.1.17 Chapter means a chapter of a District Branch or Sub Branch established
by an Ordinary Resolution of the Board;
1.1.18 Charter means a document containing details of the rights and privileges
conferred by RSL Queensland on a District Branch and Sub Branch,
including:
(a) the right to use the ‘RSL’ logo and ‘Returned & Services League
of Australia’ name;
(b) the capacity to hold and benefit from property andprograms of
RSL Queensland;
(c) the ability to apply for funding for the furtherance of the Objects;
and
(d) support with maintaining charity status;
1.1.19 Community Member means a person who fulfils the eligibility for
admission as a community member of RSL Queensland set out in this
Constitution and the By-Laws and has been admitted as a community
member to RSL Queensland;
1.1.20 Company Secretary means the person employed by the Board pursuant
to clause 13.16.1(q);
1.1.21 Complete Application for Membership Form means an application for
membership that satisfies the requirements of this Constitution and the
By-Laws;
1.1.22 Conduct Unbecoming a Member has the meaning given to it in the By-
Laws from time to time;
1.1.23 Constitution means this Constitution, including Appendix A, as amended
from time to time;
1.1.24 Continuing Members means the members of RSL Queensland as at the
date of adoption of this Constitution;
1.1.25 Corporations Act means the Corporations Act 2001 (Cth);
1.1.26 Delegate means the Member appointed by a Sub Branch or District
Branch to attend, and registered to vote at meetings including but not
limited to General Meetings and the AGM;
1.1.27 Deputy President means the Deputy President of RSL Queensland
elected pursuant to clause 13.3;
1.1.28 Director or Board Member means a person occupying the position of a
Director of RSL Queensland and includes the Executive Directors,
directors elected pursuant to clause 13.9, the Chair of the State Council
of District Presidents and Appointed Directors;
1.1.29 District Branch means a district branch of RSL Queensland established
prior to the date of adoption of this Constitution or by an Ordinary
Resolution of the Board;
1.1.30 District President means the District President elected by each District
Branch from time to time in accordance with the provisions of their
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respective Constitutions;
1.1.31 Eligible Candidate means in relation to a specific Director vacancy, a
candidate that has the requisite skills and qualifications referred to in any
applicable skills matrix and/or position description for that vacancy;
1.1.32 Executive Director means the State President, the Deputy President
and the Vice President;
1.1.33 Family Member means a person who fulfils the eligibility for admission
as a family member of RSL Queensland set out in this Constitution and
the By-Laws and has been admitted as a family member to RSL
Queensland;
1.1.34 First Directors means the First Directors appointed pursuant to
Appendix A;
1.1.35 General Meeting means any general meeting of RSLQueensland
convened pursuant to clause 12.3 and, unless specifically stated
otherwise, includes the AGM;
1.1.36 Honorarium/Honoraria means ex gratia payment/s, despite RSL
Queensland not having any liability or legal obligation to make the
payment, for services rendered in a voluntary capacity or for services for
which fees have not traditionally been paid by RSL Queensland;
1.1.37 Honorary Life Member means a Service Member appointed as an
Honorary Life Member by the Board pursuant to clause 4.4 or a Member
who was appointed as an Honorary Life Member before this Constitution
was adopted;
1.1.38 League means RSL National, State Branches (as that term is defined by
the RSL National Constitution), members of State Branches,
Sub Branches and members of Sub Branches;
1.1.39 League Matters has the meaning given to it by the Board by way of a
By-Law made pursuant to clause 21.1 of this Constitution;
1.1.40 Life Members means a Member who was admitted as a life member
before this Constitution was adopted;
1.1.41 Life Membership Award means the award of Life Membership awarded
to Members in accordance with the By-Laws;
1.1.42 Member means a member of RSL Queensland;
1.1.43 Minor a Member, other than a Service Member, who is under 18 years of
age;
1.1.44 Miscellaneous Members’ List means the register maintained by RSL
Queensland in accordance with clause 4.15;
1.1.45 Model Constitution means the model Constitution for District Branches
and Sub Branches approved by the Board;
1.1.46 National Conference means the annual conference of the League;
1.1.47 Objects means the objects of RSL Queensland set out inclause 3;
1.1.48 Officer means the Executive Directors, Directors (howsoever appointed),
members of the State Council of District Presidents and committees
constituted by the Board, individuals to whom the Board has delegated
any of its powers and employees, past and present of RSL Queensland;
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1.1.49 Ordinary Resolution means a resolution passed by a majority of the
Delegates or Board Members, as the case maybe, present and entitled to
vote at any meeting;
1.1.50 Protected Attribute includes race, colour, sex, sexual orientation, age,
physical or mental disability, marital status,family or carer’s
responsibilities, pregnancy, religion, political opinion, national extraction
or social origin and includes those qualities, traits or characteristics that,
by law, cannot be discriminated against;
1.1.51 Register of Members means the register of members maintained by
RSL Queensland pursuant to clause 4.7;
1.1.52 RSL National means the Returned and Services League ofAustralia Ltd;
1.1.53 RSL National Constitution means RSL National’s governing document,
known as Constitution, or such other document as is registered with the
Australian Securities and Investments Commission (ASIC) or the
Australian Charities and Not-for-profits Commission (ACNC) or otherwise
represented by RSL National as RSL National’s Constitution;
1.1.54 RSL Queensland means Returned & Services League of Australia
(Queensland Branch) ABN 79 902 601 713;
1.1.55 RSL Queensland List means the register of Members of RSL
Queensland who are not members of a Sub Branch maintained by RSL
Queensland in accordance with clause 4.14;
1.1.56 RSL Queensland Public Access Web Site meanswww.rslqld.org;
1.1.57 Seal means the common seal of RSL Queensland;
1.1.58 Service Member means a person who fulfils the eligibility for admission
as a service member of RSL Queensland set out in this Constitution and
the By-Laws and has been admitted as a service member to RSL
Queensland;
1.1.59 Special Resolution means a resolution passed by at least two thirds of
the Delegates or two thirds of Board Members (as applicable) present
and entitled to vote at any meeting;
1.1.60 State Council of District Presidents means the committee formed by
the District Presidents pursuant to clause 15.1 and also known as the
State Council;
1.1.61 State Councillor means a member of the State Council of District
Presidents;
1.1.62 State President means the State President of RSLQueensland elected
pursuant to clause 13.3;
1.1.63 Sub Branch means a Sub Branch of RSL Queenslandestablished prior
to the date of adoption of this Constitution or pursuant to clause 14.1.1;
1.1.64 Supporter Member means a person who fulfils the eligibility for
admission as a supporter member of RSL Queensland set out in this
Constitution and the By-Laws and has been admitted as a supporter
member to RSL Queensland;
1.1.65 Tribunal means an independent body established by the Board by way
of By-Law or otherwise pursuant to clause 13.16.1(m);
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1.1.66 Unattached Members’ List means the register of Members who were
not affiliated with or members of Sub Branches maintained by RSL
Queensland prior to the adoption of this Constitution;
1.1.67 Veteran has the meaning given to it by the Department of Veterans
Affairs (or subsequent department) and includes serving or ex-serving
members of the armed forces; and
1.1.68 Vice President means the Vice President of RSL Queensland elected
pursuant to clause 13.3.
1.2 Interpretation
In this Constitution and the By-Laws, unless the context otherwise requires:
1.2.1 a reference to, or exercise of, a function includes a reference to and the
execution of a power, authority or duty;
1.2.2 words importing the singular include the plural and vice versa;
1.2.3 words importing any gender include the other gender;
1.2.4 references to persons include corporations, bodies political, legal
representatives, successors and permitted assigns of that person;
1.2.5 expressions referring to “writing” will be construed to include references
to printing, lithography, photography and other modes of representing or
reproducing words in a visible form, including messages sent by
electronic mail;
1.2.6 the words “includes” or “including” shall be treated as being “includes
without limitation” or “including without limitation” respectively;
1.2.7 where the word “may” is used, it implies that the action isdiscretionary.
Where the word “shall” or “must” is used, it implies that the action is
obligatory or mandatory;
1.2.8 references to a clause or schedule refers to a clause or schedule in this
Constitution;
1.2.9 a reference to a statute, ordinance, code or other law includes
regulations and other statutory instruments under it and consolidations,
amendments, re-enactments or replacements of any of them (whether of
the same or any other legislative authority having jurisdiction); and
1.2.10 all headings contained in this Constitution are for guidance and do not
form part of the substance of the Constitution.
2. Nature of Returned & Services League of Australia
(Queensland Branch)
2.1 Nature
The Returned & Services League of Australia (Queensland Branch) (RSL
Queensland) is a body corporate established by Letters Patent issued pursuant to
the Religious, Educational and Charitable Institutions Act 1861 (Qld).
RSL Queensland is an independent branch of the League.
RSL Queensland endeavours to maintain, protect and encourage Members, Sub
Branches and District Branches in every township and community to facilitate an
environment where serving and ex-serving members of the Australian Defence Force
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and their dependents can freely meet and be supported in camaraderie and
mateship.
2.2 Order of Precedence
Where the Constitutions, By-Laws, policies or directives of RSL National, RSL
Queensland, a District Branch or a Sub Branch conflict, then the following will prevail
in descending order of precedence, the:
2.2.1 RSL National Constitution and the By-Laws, policies or directives of RSL
National;
2.2.2 Constitution, the By-Laws and the policies or directives of RSL
Queensland;
2.2.3 Constitution, By-Laws, policies or directives of a District Branch; and
2.2.4 Constitution, By-Laws, policies or directives of a Sub Branch.
3. Objects
3.1 The main object for which RSL Queensland is established is to relieve the distress
and poverty suffered by the sick, helpless, wounded, aged,vulnerable, destitute and
needy among those who are serving or who have served in the Australian Defence
Force and their dependents.
RSL Queensland achieves this object by implementing and connecting those in need
with programs and services to assist in the relief of their distress and suffering.
3.2 In aid of, and furtherance, of its main object, RSL Queensland may:
3.2.1 relieve mental health issues and isolation experienced by past and
present members of the Australian Defence Force and encourage their
transition to civilian life by:
(a) facilitating close and kindly ties of friendship created by a mutual
service in the Australian Defence Force or in the forces of
nations traditionally allied with Australia and the recollections
associated with that experience;
(b) maintaining a proper standard of dignity and honour among all
past and present members of the Australian Defence Force and
setting an example of public spirit and noble hearted endeavour;
(c) protecting the good name and preserving the interests and
standing of members of the Australian Defence Force; and
(d) encouraging Members, as citizens, to serve Australia with that
spirit of self-sacrifice and loyalty with which they served as
members of the Australian Defence Force;
3.2.2 assist in the preservation of the memory and the records of those who
suffered and died for Australia, erect monuments to their valour, provide
them with suitable burial places, and establish and preserve, in their
honour, the annual commemoration days known as ANZAC Day,
Remembrance Day and other commemorative days;
3.2.3 relieve the poverty suffered by past and present members of the
Australian Defence Force by providing welfare to the sick, helpless,
wounded, vulnerable, aged, destitute and needy;
3.2.4 supporting serving Australian Defence Force members at home and
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abroad and actively assist them in their transition to civilian life,
especially if they are detrimentally affected by their Defence service;
3.2.5 be part of a national association which is non-sectarian, and in relation to
party politics, non-partisan;
3.2.6 establish and accept trusts having for their objects the welfare and
benefit of members of the League, its branches, or Sub Branches, or of
any member, or ex-member, of the Australian Defence Force, or their
dependents;
3.2.7 establish or approve the establishment of Auxiliaries throughout the State
of Queensland and in such other places as RSL Queensland may, from
time to time determine;
3.2.8 seek the co-operation of like associations, corporations and/or other
persons to further RSL Queensland’s objects;
3.2.9 undertake all manner of charitable or other work to further RSL
Queensland’s objects and to accept any specific or general gifts or
bequests for such purposes, whether conditional or not;
3.2.10 make grants to and give assistance to such persons, trusts, groups,
associations, societies, institutions or other organisations and authorities
having objects similar to those of RSL Queensland and to establish such
scholarships as RSL Queensland may, from time to time, determine;
3.2.11 raise money to further the aims of RSL Queensland and to secure
sufficient funds for the purposes of RSL Queensland;
3.2.12 receive any funds and to distribute these funds in a manner that best
attains the objects of RSL Queensland;
3.2.13 conduct commercial, marketing and sponsorship activities consistent with
relevant legislation and RSL Queensland’s objects; and
3.2.14 do all such things that further, are in aid of, or are ancillary or incidental
to the attainment of all or any of the objects of RSL Queensland.
4. Membership
4.1 Number of Members
The number of Members is unlimited.
4.2 Membership
The Members of RSL Queensland are:
4.2.1 the Continuing Members; and
4.2.2 any other person or persons admitted to membership in accordance with
this Constitution.
4.3 Classes of membership
The classes of membership are:
4.3.1 Service Members;
4.3.2 Family Members;
4.3.3 Community Members;
4.3.4 Supporter Members; and
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4.3.5 such other classes of voting and non-voting Members as the Board may
in its discretion establish from time to time.
Eligibility criteria for membership and other matters relevant to applications for and
admission as a Member are as set out in the By-Laws.
4.4 Honorary Life Membership
If, in the opinion of the Board, a person, whether or not he or she is a Member of
RSL Queensland, who has been nominated for Honorary Life Membership, satisfies
the requirements to receive Honorary Life Membership as detailed in the By-Laws of
RSL National, the Board may in its absolute discretion, with the consent of the
person, bestow Honorary Life Membership on that person.
4.5 Consequences of membership
4.5.1 The Members acknowledge and agree that this Constitution was passed
by a Special Resolution and that all Members are unilaterally bound by
the terms of this Constitution.
4.5.2 The Members acknowledge and agree that this Constitution constitutes a
contract between RSL Queensland and each of the Members and that
each Member is bound by and must comply with:
(a) this Constitution; and
(b) all By-Laws made pursuant to clause 21 of this Constitution.
4.5.3 This Constitution supersedes all previous RSL Queensland Constitutions.
4.6 Limitations
4.6.1 A Member’s rights, privileges and benefits of membership are not
transferable.
4.6.2 The Board may reject any application for membership and must inform the
applicant of the grounds for rejecting any such application and the
applicant’s right of appeal (as set out in the By-Laws from time to time).
4.7 Register of Members
A register of the Members must be kept by RSL Queensland containing the following
details:
4.7.1 full names of Members;
4.7.2 addresses of the Members;
4.7.3 classes of membership including details of the Member’s Sub Branch (if
applicable);
4.7.4 the date the Members first became Members;
4.7.5 the term of a Member’s membership (for example, annual or life,
depending on the class of membership);
4.7.6 status of payment of applicable fees (if any);
4.7.7 for Service Members – details of their service record;
4.7.8 for Family Members – details of the relationship between the Family
Member and the applicable Service Member or Veteran who would
qualify as a Service Member (including for example, any applicable RSL
Queensland membership number or service record details);
4.7.9 for Community and Supporter Members – relationships between a
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Community Member and a Supporter Member (if applicable, for example,
a Supporter Member may be an employer of several Community
Members);
4.7.10 the Members' telephone numbers and email addresses; and
4.7.11 the dates the Members ceased being Members.
4.8 Application for membership
4.8.1 Any person who qualifies may apply to RSL Queensland to become a
Member of RSL Queensland.
4.8.2 Applications for membership may be submitted to RSL Queensland
through the Sub Branch that the applicant wishes to join, electronically
via the RSL Queensland Public Access Web Site or if the applicant
wishes to join and be placed on the RSL Queensland List, through RSL
Queensland.
4.9 Forms of Application
Applications for membership must be:
4.9.1 in a Complete Application for Membership Form;
4.9.2 signed by the applicant or accepted by other mechanism as approved by
the Board (such as via an electronic form);
4.9.3 for Service Members – accompanied by a copy of the applicant's service
record or any other reasonable proof of service required by the Sub
Branch or RSL Queensland to satisfy the relevant eligibility criteria for
Service membership;
4.9.4 for Family Members – accompanied by details of the relationship
between the Family Member and the applicable Service Member or
Veteran who would qualify as a Service Member and any other
information required by the Sub Branch or RSL Queensland to satisfy
itself of the familial relationship;
4.9.5 for Community Members – accompanied by details of relationships
between the Community Member and Supporter Members (if any);
4.9.6 for Supporter Members – accompanied by details of relationships
between the Supporter Member and Community Members (if any);
4.9.7 accompanied by a copy of any other information required by the Sub
Branch or RSL Queensland to satisfy itself that the applicant is otherwise
a fit and proper person to be a Member; and
4.9.8 accompanied by the required fee (if any).
4.10 Admission to membership
4.10.1 Upon receipt of a Complete Application for Membership Form and the
other material referred to in clause 4.9, the application must be
considered by the relevant assessing party for that class of membership
(as specified in the By-Laws from time to time). The assessing party must
consider the application for membership and determine whether, in its
discretion, the applicant is a fit and proper person to be admitted to
membership and otherwise, whether the application should be accepted
or rejected. The By-Laws may impose additional assessment criteria and
processes from time to time in relation to applications for and admission
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as a Member.
4.10.2 Decisions on applications for membership will be communicated to
applicants as soon as possible after a decision on the application has
been made.
4.10.3 If an application for membership is rejected the application fee, if any, and
the annual subscription, if any, paid by the applicant must be refunded.
4.11 Members who are employees
Despite anything in the Constitution to the contrary, a Member who is an employee
of RSL Queensland:
4.11.1 has the right to attend, speak and vote at meetings of the Sub Branch of
which he or she is a Member if permitted to do so pursuant to the governing
rules of the relevant Sub Branch; but
4.11.2 cannot be elected to, or hold the positions of, a District President, a
Director of RSL Queensland or a Sub Branch board or management
committee member (or any similar roles as established from time to time)
unless otherwise approved by the Board.
4.12 Notification by Members
Each Member must promptly notify their Sub Branch, or in the case of a Member on
the RSL Queensland List, RSL Queensland, in writing of any change in their
qualifications to be a Member.
4.13 Continuing Members
4.13.1 Continuing Members who were Life Members immediately before the
adoption of this Constitution:
(a) will automatically become Service Members on adoption of this
Constitution;
(b) will maintain the Life Membership Award classification and any
rights associated with such classification immediately before the
adoption of this Constitution; and
(c) are not required to pay any application fee, membership fee or
subscription fee.
4.13.2 Continuing Members who were Service Members immediately before the
adoption of this Constitution will continue to be classified as Service
Members on adoption of this Constitution.
4.13.3 Continuing Members must otherwise comply with this Constitution.
4.14 RSL Queensland List
4.14.1 RSL Queensland must keep and maintain a register to be known as the
RSL Queensland List.
(a) An applicant upon becoming a Member or an existing Member
may request that:
(i) RSL Queensland include them on the RSL Queensland
List; or
(ii) the Sub Branch to which they belong transfers them to
the RSL Queensland List.
4.14.2 Members who were included on the Unattached Members’ List before
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this Constitution was adopted will be included on the RSL Queensland
List.
4.15 Miscellaneous Members' List
4.15.1 RSL Queensland must keep and maintain a register to be known as the
Miscellaneous Members' List.
4.15.2 The names of all Members who have been transferred to the
Miscellaneous Members' List by the Board or by a Tribunal constituted by
the Board under this Constitution will be maintained on that list for the
period so determined by the Board or Tribunal as the case may be.
4.15.3 Whilst Members are on the Miscellaneous Members' List they are not
eligible to hold any office in RSL Queensland including in a District
Branch or Sub Branch and they cannot be a member of a Sub Branch or
attend, meet or be involved in any official activity or function conducted or
sponsored by a Sub Branch other than commemorative services.
4.15.4 A Member who has been transferred to the Miscellaneous Members' List
for a period of time will, at the conclusion of that period, be transferred to
the RSL Queensland List.
4.15.5 Upon being transferred to the RSL Queensland List, the Member may
request a transfer to a Sub Branch or the unattached list of another
State. The Member's request will be granted provided that the Sub
Branch or other State approves the transfer. A Sub Branch must not
decline an application for transfer on the same grounds as those that
resulted in the Member’s transfer to the Miscellaneous Members' List.
4.16 Cessation of membership
A Member ceases to be a Member upon:
4.16.1 the resignation of the Member;
4.16.2 the death of the Member; or
4.16.3 the termination of the Member's membership.
5. Application fee and annual subscription
Application fee
5.1 The application fee payable by each applicant for membership is such sum as the
Board may prescribe from time to time in respect of eachclass of membership, and for
the avoidance of doubt may be nil.
Annual subscription
5.2 The annual subscription payable by a Member is such sum as the Board may
prescribe from time to time in respect of each class of membership, and for the
avoidance of doubt may be nil.
5.3 All annual subscriptions (if an annual subscription is not nil) are due and payable in
advance of the anniversary of the date the relevant Member was admitted to the
membership of RSL Queensland.
Unpaid annual subscriptions
5.4 A Member ceases to be entitled to any of the rights or privileges of membership,
including the right to vote or be represented by a Delegate (as applicable) at RSL
Queensland meetings, District Branch meetings or Sub Branch meetings, if the
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Member is required to pay an annual subscription and that annual subscription of the
Member remains unpaid within one month of the date on which the annual
subscription becomes payable.
5.5 If a Member is required to pay an annual subscription and that annual subscription of
a Member remains unpaid within two months of the date on which the annual
subscription becomes payable, a notice of default may be given to the Member by
RSL Queensland.
5.6 The rights or privileges of membership shall be reinstated on payment of any
outstanding annual subscription (and all arrears of annual subscriptions) or in
extenuating circumstances, which shall be at the sole discretion of the Board.
Failure to pay
5.7 If a Member is required to pay an annual subscription and the Member has not paid
any outstanding annual subscription (and all arrears of annual subscriptions) within
two months of the date on which that annual subscription becomes payable, the
Member automatically ceases to be a Member.
6. Resignation, disciplining and removal of Members
Resignation
6.1 A Member may resign from membership of RSL Queensland by giving written notice
to RSL Queensland or to his or her Sub Branch.
6.2 The resignation of a Member is deemed to take effect from the date of receipt of the
written notice of resignation or such later date as is provided in the notice.
6.3 For the avoidance of doubt, any Member who resigns from a Sub Branch or the RSL
Queensland List and who subsequently rejoins the same or any other Sub Branch
shall be a “new applicant” under clause 4 for membership purposes.
6.4 Disciplining Members other than Minors
6.4.1 If a Member engages in Conduct Unbecoming a Member, or any other
disciplinary matter that may be dealt with under the By-Laws, the Board
may impose on a Member one or more of the penalties that the Tribunal
may impose on a Member under the By-Laws.
6.4.2 If the Board has reason to believe that a Member has engaged in
Conduct Unbecoming a Member, or any other disciplinary matter that
may be dealt with under the By-Laws, the Board must give the Member
at least 14 days’ notice in writing of:
(a) the date, time and place of the meeting of the Board at which it
will consider whether the Member has been engaged in such
conduct; and
(b) a statement of the full and precise particulars of the conduct of
the Member which will be considered by the Board.
6.4.3 The Board shall provide such further particulars of any of the matters set
forth in the statement referred to under clause 6.4.2 either prior to or at
the meeting called by the Board, if requested by the Member whose
conduct is being considered.
6.4.4 A Member may avail themselves of any avenues of appeal so provided
for in any of the rules or By-Laws set out in clause 6.4.5, subject to any
pre-conditions set out in those rules or By-Laws.
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6.4.5 The disciplinary provisions applying to RSL Queensland and Members
shall be those set out in:
(a) the RSL National Constitution and any By-Laws promulgated by
RSL National;
(b) this Constitution and the By-Laws; and
(c) any applicable District Branch or Sub Branch rules and by-laws.
6.4.6 Board disciplinary hearings shall be conducted using the same principles
set out in the By-Laws for Tribunal hearings, as far as such principles are
applicable.
6.4.7 The discipline procedures in this clause do not apply to Minors.
7. Application of income and property
The income and property of RSL Queensland must be applied solely for promoting
and fulfilling the Objects.
8. No distribution to Members
8.1 No portion of the income or property of RSL Queensland will be paid ortransferred
directly or indirectly, by way of a dividend, bonus or otherwise to any Member.
Payments, services and information
8.2 Nothing in clause 8.1 prevents RSL Queensland making a payment in good faith of
any of the following, provided any such payment does not exceed the amount
ordinarily payable by commercial parties dealing at arm’s length in similar
transactions:
8.2.1 remuneration to any officers or employees of RSL Queensland for
services actually rendered to RSL Queensland (including payment of
Directors' fees in accordance with clause 13.26);
8.2.2 an amount to any Member in return for any services actually rendered to
RSL Queensland or for goods supplied in the ordinary and usual course
of business;
8.2.3 reasonable and proper interest on money borrowed from anyMember;
8.2.4 reasonable and proper rent for premises let by any Member to RSL
Queensland; and
8.2.5 reimbursement of expenses reasonably and properly incurred by any
Member on RSL Queensland's behalf with the prior written consent of the
Board.
8.3 Nothing in clause 8.1 prevents RSL Queensland from pursuing its charitable objects
through the application of income or property or distributing its funds to any persons
contemplated by the Objects.
9. Limited liability
Members are not personally liable to contribute towards the payment of the debts
and liabilities of RSL Queensland or the costs, charges and expenses associated
with any winding up of RSL Queensland.
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10. Gift funds
10.1 RSL Queensland may establish one or more gift funds to be used for specific
purposes consistent with the Objects and to which the public may be invited to make
gifts and donations of money and/or property.
10.2 RSL Queensland, if endorsed in its own right as a deductible gift recipient, will
ensure that the funds are administered for the purposes inrespect of which RSL
Queensland is so endorsed or approved and must maintain the funds:
10.2.1 to which all gifts of money or property for those purposes are made;
10.2.2 to which contributions are made in relation to an eligible fundraising event
held for the principal purpose of RSL Queensland;
10.2.3 to which all money received by RSL Queensland because of the gifts is
credited; and
10.2.4 ensuring they do not receive any other money or property.
10.3 Gift funds must only be used for the purposes of the Objects.
11. Amending this Constitution
11.1 This Constitution cannot be amended other than by way of a Special Resolution of the
Delegates.
11.2 Appendix A to this Constitution forms part of this Constitution and cannot be
amended other than by way of a Special Resolution of the Delegates.
11.3 The Members acknowledge that this Constitution has no force or effect until such
time as it is approved by the Minister of Fair Trading pursuant to Section 29 of the
Collections Act 1966 (Qld).
12. Meetings of Members
12.1 Convening Meetings
The Board must convene:
12.1.1 the AGM; and
12.1.2 General Meetings
in accordance with the provisions of this Constitution.
12.2 AGM
The Board must convene an AGM at least once a calendar year, at such time and
place and on such date as the Board may determine.
12.3 General Meetings
12.3.1 The Board must convene a General Meeting at the written request of:
(a) the State President; or
(b) two thirds of the Board; or
(c) two thirds of the State Council of District Presidents; or
(d) two thirds of the Sub Branches.
12.3.2 General Meetings must be:
(a) called no later than 28 days after the written request is received
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and otherwise in accordance with this Constitution; and
(b) held no later than three months after the date of receipt of the
written request.
12.3.3 A General Meeting shall not be convened if called within the four month
period prior to the AGM and the reasons for calling the General Meeting,
set out in the written notice issued pursuant to clause 12.3.1, will be dealt
with at the AGM.
12.3.4 A written request issued in accordance with clause 12.3.1 must state:
(a) the reason for calling the General Meeting; and
(b) the business to be conducted.
12.4 Attendance and voting at the AGM and General Meetings
12.4.1 Members will be represented at the AGM and General Meetings by a
Delegate appointed by their respective District Branches (being a District
President or member of the District Branch board) and their respective
Sub Branches (from the Service Members of the Sub Branch).
12.4.2 Each Delegate will have one vote.
12.4.3 A Member who is not a Delegate may request to attend the AGM or a
General Meeting as an observer by submitting a written request to their
District President or, in the case of Members on the RSL Queensland list,
directly to RSL Queensland, at least seven days prior to the applicable
meeting, but will not have any right to address the meeting (unless invited
by the Chairman to do so) or to vote. A Member must not attend the AGM
or a General Meeting as an observer unless they receive approval to
attend or are otherwise invited to attend by their District President or RSL
Queensland.
12.5 Circulating resolutions
A resolution in writing signed by all Delegates entitled to vote on the resolution is to
be treated as a determination of the Delegates passed at a General Meeting duly
convened and held.
12.6 Notice of an AGM or a General Meeting
12.6.1 Written notice of an AGM or a General Meeting of RSLQueensland must
be given to each:
(a) member of the Board;
(b) District Branch;
(c) Sub Branch; and
(d) the Auditor.
12.6.2 No other person is entitled to receive notice of an AGM or a General
Meeting.
12.7 How notice of an AGM and General Meetings is to be given
Notice of an AGM or General Meeting may be given by any form of communication
decided by the Board from time to time, including:
12.7.1 personally; or
12.7.2 by sending it by electronic mail to each member of the Board and the
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secretary of each District Branch and each Sub Branch (if any) to the
email address nominated by them.
12.8 Period of notice for AGM and General Meetings
12.8.1 Notice of an AGM must be given in accordance with clause 12.15.1.
12.8.2 Notice of a General Meeting must be given at least 14 days prior to the
date on which the General Meeting is to be convened.
12.9 Content of notice of General Meeting
A notice of a General Meeting must:
12.9.1 set out the place, date and time for the meeting (and, if the meeting is to
be held in two or more places, the technology that will be used);
12.9.2 state the general nature of the meeting’s business;
12.9.3 if a Special Resolution is to be proposed at the meeting, highlight the
proposal to seek a Special Resolution and specify the Special
Resolution; and
12.9.4 be worded and presented in a clear, concise and effective manner.
12.10 Notice of adjourned meeting
When a meeting is adjourned for one month or more, new notice of the resumed
meeting must be given.
12.11 Accidental omission to give notice
The accidental omission to give notice of any General Meeting to or the non-receipt
of the notice by any person entitled to receive notice of a General Meeting under this
Constitution does not invalidate the proceedings or any resolution passed at the
meeting.
12.12 Postponement of General Meeting
12.12.1 The Board may postpone the holding of any General Meeting whenever it
sees fit (other than a meeting requisitioned by Members) for not more
than 28 days after the date on which it was originally called.
12.12.2 Whenever any meeting is postponed (as distinct from being adjourned)
the same period of notice of the meeting must be given to persons
entitled to receive notice of a meeting as if a new meeting were being
called on the date to which the original meeting is postponed.
12.12.3 This clause does not apply to the AGM.
12.13 Technology
RSL Queensland may hold an AGM or General Meeting of its Members at two or
more venues using any technology that gives attendees as a whole a reasonable
opportunity to participate.
12.14 Proceedings at AGM and General Meetings
12.14.1 Quorum
(a) The AGM and General Meetings may not transact any business
unless a quorum of the Delegates is present at the time of the
meeting.
(b) Delegates representing half of the total number of Delegates
entitled to vote at the relevant AGM or General Meeting plus one
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form a quorum.
12.14.2 Chairing General Meetings
(a) The State President must, where possible, chair each AGM and
all General Meetings.
(b) If the State President is not present at a meeting or is unable to
preside over the meeting as Chairman, the Deputy President
must chair that meeting.
(c) If the State President or Deputy President is not present at a
meeting or are unable to preside over the meeting as Chairman,
the Vice President must chair that meeting.
(d) If the President, Deputy President or Vice President is not
present at a meeting, the meeting must be adjourned to a date
when one or more of them will be present and in a position to
chair the meeting.
12.14.3 Powers of the Chairman
(a) The Chairman may temporarily vacate the chair at an AGM or a
General Meeting in favour of another person present at any time
and for any reason the Chairman sees fit, and must do so if the
Delegates are voting on:
(i) where the Chairman is the State President, the State
President's election or re-election;
(ii) where the Chairman is the Deputy President, the
Deputy President’s election or re-election; or
(iii) where the Chairman is the Vice President, the Vice
President’s election or re-election.
(b) Subject to the terms of the Constitution regarding adjournment
of meetings, the Chairman's ruling on all matters relating to the
order of business, procedure and conduct of the AGM or the
General Meeting is final and no motion of dissent from a ruling of
the Chairman may be accepted.
(c) The Chairman may, in his or her absolute discretion, refuse any
person admission to a General Meeting, or expel a person from
a General Meeting and not permit them to return, if the
Chairman reasonably considers that the person's conduct is
inappropriate.
(d) Inappropriate conduct in a General Meeting may include, but is
not limited to:
(i) the use of offensive or abusive language which is
directed to any person, object or thing;
(ii) attendance at the meeting while under the influence of
any kind of illicit drug or alcoholic substance, or using or
consuming any illicit drug at the meeting, including any
alcoholic substance; and/or
(iii) possession of any article, including a recording device
or other electronic device or a sign, banner or
pamphlet, which the Chairman considers is dangerous,
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offensive or disruptiveor likely to become so.
12.14.4 Business at adjourned meetings
Only unfinished business is to be transacted at a meeting resumed after
an adjournment.
12.14.5 Voting by proxy
Proxy votes are not permitted at an AGM or General Meeting.
12.14.6 Voting
(a) Every Delegate in attendance at an AGM or General Meeting
has one vote. No other person shall have the right to vote at an
AGM or General Meeting.
(b) A motion arising at the AGM or a General Meeting is to be
decided:
(i) for an Ordinary Resolution, by a majority vote of the
Delegates present and entitled to vote at the meeting
and, if the votes are equal, the motion is decided in the
negative; and
(ii) for a Special Resolution, by a majority of at least two-
thirds of the votes of Delegates present and entitled to
vote at the meeting.
(c) A resolution put to the vote of a meeting will be decided on a
show of hands or by such other means (including through the
use of electronic devices) as are approved by the Board for the
purposes of voting at such meetings, unless a poll is demanded
before the result of the show of hands.
(d) Unless a poll is demanded:
(i) a declaration by the Chairman that a resolution has
been carried, or carried unanimously, or lost; and
(ii) an entry to that effect made in the minutes of the
meeting,
will be conclusive.
(e) A poll may be demanded for a vote on any resolution being
considered by:
(i) the Chairman; or
(ii) a Delegate in attendance at the meeting.
(f) If a poll is duly demanded it will be taken in such manner as the
Chairman of that meeting directs. The result of the poll will be
the resolution of the meeting at which the poll was demanded.
(g) Resolutions of the AGM and General Meetings are binding on
the Members from the close of the meeting at which the
resolution was passed.
12.14.7 Adjournment
(a) If within two hours from the time appointed for an AGM or a
General Meeting a quorum is not present, the meeting must be
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adjourned to another date, time and place as the Chairman
determines.
(b) If at the rescheduled meeting a quorum is not present within two
hours from the time appointed for the rescheduled meeting then
the Delegates representing more than one quarter of the total
number of Delegates entitled to vote at the relevant AGM or
General Meeting will be deemed to be a quorum.
(c) If a quorum is still not present at the rescheduled meeting, the
business to be conducted at that meeting will be carried over to
the next AGM or a General Meeting called to consider the
business.
12.14.8 Determination
Any question arising at an AGM or General Meeting relating to the order
of business, procedure or conduct of that meeting must be referred to the
Chairman for that meeting, whose decision on the question is final.
12.15 AGM specific provisions
12.15.1 The Board must cause notice of the AGM to be provided to the parties
identified in clause 12.6 not less than three months prior to the date of
the AGM.
12.15.2 Motions for the AGM may only be submitted by the Board, the State
Council of District Presidents, a District Branch or a Sub Branch to the
Company Secretary (or another person appointed by the Board).
12.15.3 All motions are to be submitted to the Company Secretary (or another
person appointed by the Board) at least two months before the AGM in
the format approved by the Board.
12.15.4 Motions, similar in nature, received from more than one of the parties
referred to in clause 12.15.2 of this Constitution may, with the consent of
those parties, be consolidated by the Company Secretary and included in
the AGM agenda as a single motion.
12.15.5 Motions considered by the Company Secretary to be inappropriate or
offensive may, with the approval of the Board, be reworded provided that
the tenor and intent of the motion is retained, or excluded from an AGM
agenda altogether.
12.15.6 The Company Secretary may, with the approval of the Board:
(a) alter or amend the wording of any motion, provided that the
tenor and intent of such motion is not altered and the party who
submitted the motion consents to the alteration or amendment;
or
(b) request that the District Branch or Sub Branch which initiated the
motion, reframes the motion,
to enable such motion to be presented with clarity at the AGM.
12.15.7 Subject to the provisions of clauses 12.15.4 to 12.15.6, all motions
presented to the Company Secretary must be included in the AGM
agenda.
12.15.8 The Board must provide a copy of each motion and the proposed
resolutions to the District Branches and Sub Branches at least one month
prior to the AGM.
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12.15.9 The business of the AGM must include the following, even if not referred
to in the notice of meeting:
(a) the consideration of the annual financial report,Directors’ reports
and Auditor’s report;
(b) the election of Executive Directors, or any one or more of them,
and the Directors;
(c) the fixing of Board Member Sitting Fees (if any);
(d) the fixing of Honoraria for Directors and/or State Councillors (if
any);
(e) the appointment of the Auditor;
(f) the fixing of an amount to be made available to each District
President, at their absolute discretion, for the provision of
welfare urgently required by serving and/or ex-serving members
of the Australian Defence Force and/or their dependants;
(g) membership application fees and membership subscription fees
(if any);
(h) the consideration of those matters directly affecting RSL
Queensland included in the agenda which is not special
business; and
(i) consideration of those matters directly affecting the League
which is not special business.
12.15.10 All other business transacted at an AGM and all business transacted at
any other General Meeting is special business.
12.15.11 The business of the AGM also includes any other business which under
this Constitution ought to be transacted at the AGM including motions
received from the Board, the State Council of District Presidents, District
Branches and Sub Branches.
12.15.12 The Chairman of the AGM must allow a reasonable opportunity for all
Delegates present at the meeting to ask questions about or make
comments on the management of RSL Queensland, subject to any
applicable provisions in the By-Laws.
12.15.13 If the Auditor or the Auditor’s representative is at the AGM, the Chairman
must allow a reasonable opportunity for all Delegates present at the
meeting to ask the Auditor or that representative, questions relevant to
the conduct of the audit and the preparation and content of the Auditor’s
report.
12.16 Minutes
12.16.1 The Board must keep minutes of each AGM and each General Meeting in
which is recorded:
(a) the proceedings and resolutions of each AGM and each General
Meeting; and
(b) the resolutions passed without a meeting.
12.16.2 The Board must cause a copy of the draft minutes of all AGMs and General
Meetings to be forwarded to the Delegates within six weeks of the AGM or
General Meeting as the case may be.
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12.16.3 Upon confirmation of the minutes at the next meeting of the Members,
the State President must sign the minutes evidencing that they are a true
and accurate record of the meeting and the resolutions passed at the
meeting.
12.17 Expenses of Delegates
RSL Queensland will pay reasonable accommodation and travelling expenses as
provided for in any By-Law in relation to reimbursement or payment of expenses for
Delegates attending the AGM or a General Meeting.
13. The Board and the appointment of Directors
13.1 Board to conduct the business of RSL Queensland
13.1.1 The Board will, subject to this Constitution, superintend, manage, and
conduct the business of RSL Queensland.
13.1.2 The Board may exercise all of the powers of RSL Queensland other than
those reserved to the Members by this Constitution.
13.1.3 In exercising those powers, the Board must only act in pursuit of the
Objects.
13.2 Composition of the Board
13.2.1 The Board will be comprised of:
(a) the State President/Chairperson;
(b) the Deputy President;
(c) the Vice President;
(d) four additional Directors;
(e) the Chair of the State Council of District Presidents; and
(f) if required, up to two additional Appointed Directors (subject to
clause 13.14).
13.2.2 All members of the Board, other than the Appointed Directors (subject to
clause 13.14), must be current Service Members but must not be Service
Members whose names appear on the Miscellaneous Members' List or
RSL Queensland List, members of the State Council of District
Presidents, other than the Chair of the State Council of District
Presidents, or officers of a District Branch or Sub Branch.
13.3 Election of the Board
13.3.1 The State President, Deputy President, Vice President and the four
Directors identified in clause 13.2.1(d) will be elected by the Members in
the manner prescribed in clauses 13.5, 13.6, 13.7 and 13.8.
13.3.2 The Appointed Directors may be appointed by the Board in the manner
prescribed in clause 13.14 to ensure that the Board has the appropriate
mix of skills, expertise and experience to properly discharge its functions.
13.3.3 Additional director election and appointment processes may be set out in
the By-Laws from time to time.
13.4 Meetings of the Board
13.4.1 The Board will, subject to this Constitution, meet at least six times per
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